Form 8-K

8-K — Roman DBDR Acquisition Corp. II

Accession: 0001104659-26-050479

Filed: 2026-04-28

Period: 2026-04-22

CIK: 0002032528

SIC: 6770 (BLANK CHECKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2612914d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612914d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 22, 2026

Roman DBDR Acquisition Corp. II

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-42435

N/A

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3300 S. Dixie Highway, Suite 179

West Palm Beach, FL 33405

(Address of principal executive offices) (Zip Code)

(650) 618-2524

(Registrant’s telephone number, including area code)

9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share and one-half of one

redeemable warrant

DRDBU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

DRDB

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

DRDBW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers

On April 22, 2026, James Nevels resigned as a director of Roman DBDR

Acquisition Corp. II (the “Company”), effective immediately. On April 27, 2026, the Company’s Board of Directors (the

“Board”) appointed Randolph C. Read to serve as a member of the Board, effective immediately. Mr. Read also serves as an independent

director, the Chairperson of the Compensation Committee, and a member of the Audit Committee, of the Company.

Randolph C. Read, 73, has been President and Chief Executive Officer

of International Capital Markets Group, Inc. for more than five years and has been President and Chief Executive Officer of Nevada Strategic

Credit Investments, LLC for more than five years. Mr. Read has served as an independent Director of SandRidge Energy, Inc. (NYSE: SD)

since June 2018. Mr. Read has served as an independent Director of Virtuix Holdings, Inc. (NasdaqGM: VTIX) since August 2025. Mr. Read

has served as an independent Director of Viskase Holdings, Inc. (OTCPK: ENZND) (formerly known as Enzon Pharmaceuticals, Inc.) since August

2020, and previously served as Chairman of the Board of Enzon Pharmaceuticals, Inc. from August 2020 to March 2026 until its merger with

Viskase Companies, Inc., upon which Enzon was renamed Viskase Holdings, Inc. Mr. Read has also served since November 2018 as an independent

manager/director and Chairman of the Board of Managers of New York REIT Liquidating LLC, a successor to New York REIT, Inc., a publicly

traded (NYSE: NYRT) real estate investment trust, where Mr. Read served as an independent director from December 2014 to November 2018,

including as Chairman of its Board of Directors from June 2015 to November 2018. Mr. Read previously served as an independent director

of Luby’s Inc. from August 2019 to August 2021. Mr. Read has previously served as President of a variety of other companies and

has previously served on a number of public and private company boards. Mr. Read was previously President of C & S Oil and Gas Company,

Inc. and served in various positions at Atlantic Richfield Co. (acquired by BP, plc). Mr. Read is admitted as a Certified Public Accountant

and has an M.B.A. in Finance from the Wharton Graduate School of the University of Pennsylvania and a B.S. from Tulane University. The

Company believes that Mr. Read is well qualified to serve on the Board due to his extensive business experience as a director and an executive

officer of entities in a variety of industries, as well as his capital markets, governance, and operations experience, in addition to

his knowledge, financial expertise, and leadership qualities and roles in multiple public and private companies.

In connection with Mr. Read’s appointment, he will receive for

his services as a director an indirect interest in the founder shares through membership interests in the Company’s sponsor.

There are no family relationships between Mr. Read and any director

or executive officer of the Company, and the Company has not entered into any transactions with Mr. Read that are reportable pursuant

to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings between Mr. Read and any other

person pursuant to which he was selected as a director.

On April 28, 2026, the Company issued a press release announcing Mr.

Read’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

99.1 Press Release, dated April 28, 2026

104 Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Dated: April 28, 2026

Roman DBDR Acquisition Corp. II

By:

/s/ Dixon Doll, Jr.

Name:

Dixon Doll, Jr.

Title:

Chairman of the Board of Directors and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612914d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Roman DBDR Acquisition

Corp. II Appoints Randolph C. Read to Board of Directors, Ahead of Proposed Business Combination with ThomasLloyd Climate Solutions

Seasoned Executive

Brings Extensive Public Company Board Experience and Financial Expertise

NEW YORK, NY, April 28, 2026 – Roman

DBDR Acquisition Corp. II (“Roman DBDR” or the “Company”) (Nasdaq: DRDB) today announced the appointment of Randolph

C. Read to its Board of Directors, as the Company continues preparations to complete its previously announced business combination with

ThomasLloyd Climate Solutions B.V. (“ThomasLloyd”), a vertically integrated sustainable energy and technology solutions provider

(the “Proposed Business Combination”). Mr. Read joins the Board to replace Jim Nevels.

Mr. Read brings over four decades of distinguished

leadership experience across multiple industries, including energy, finance, real estate, and corporate governance. He currently serves

as President and Chief Executive Officer of International Capital Markets Group, Inc. and Nevada Strategic Credit Investments, LLC, positions

he has held for more than five years.

“We are thrilled to welcome Randolph to

the Board of Directors as we continue preparations to complete our business combination with ThomasLloyd,” said Dixon Doll, Jr.,

Chairman and CEO of Roman DBDR. “Randolph's exceptional track record as a board member and executive across diverse industries,

combined with his deep financial expertise and proven leadership in corporate governance, makes him an invaluable addition to our team.

Looking ahead to our proposed business combination, Randolph's experience guiding public companies through complex transactions and strategic

transformations will be instrumental to our continued growth and success.”

“Roman DBDR’s proposed combination

with ThomasLloyd represents a unique opportunity to participate in addressing one of the most critical challenges of our time –

the global energy transition,” said Mr. Read. “ThomasLloyd's vertically integrated platform, combining development, investment,

operations, and technology, positions it to deliver innovative sustainable energy solutions at rapid scale and speed. I look forward to

working with the Roman DBDR board and the entire ThomasLloyd team to support the strategic vision and create long-term value for all stakeholders.”

Mr. Read currently serves on multiple public company

boards, including as an independent director of SandRidge Energy, Inc. (NYSE), where he chairs both the Audit Committee and Compensation

Committee. He also serves as an independent director of Virtuix Holdings, Inc. (Nasdaq) and Viskase Holdings, Inc. (OTCQB). Additionally,

he serves as Chairman of the Board of Managers of New York REIT Liquidating LLC, a position he has held since November 2018.

Mr. Read's extensive board experience also includes

previous service as Chairman of New York REIT, Inc. (NYSE), where he oversaw the successful liquidation of a multi-billion-dollar portfolio

of assets, and as Chairman of Enzon Pharmaceuticals, Inc., which he led through its merger with Viskase Companies, Inc. in 2026. He has

also served on the boards of Luby's Inc. and Healthcare Trust, Inc., among numerous other public and private company boards.

Throughout his executive career, Mr. Read has

held senior leadership positions at prominent organizations including Knowledge Universe, The Greenspun Corporation, Stone Container Corporation

(now Smurfit WestRock), Cintas Corporation, and he started his career at Atlantic Richfield Co. (acquired by BP, plc). His operational

and financial expertise spans multiple sectors, including energy, real estate, manufacturing, and technology.

Mr. Read holds an M.B.A. in Finance from the Wharton

Graduate School of the University of Pennsylvania and a B.S. from Tulane University. He is also a Certified Public Accountant.

About ThomasLloyd Climate Solutions

Founded in 2003, ThomasLloyd is a vertically

integrated sustainable energy and technology solutions provider, integrating development, investment, operations, and technology on a

single energy and decarbonization platform. The company operates across renewable power generation capacity, related transmission and

distribution infrastructure, sustainable fuels production, water and waste treatment systems, energy efficiency solutions for the mobility

and buildings sectors, and climate finance, serving governments, corporations and institutional and private investors worldwide. The

ThomasLloyd team has collectively structured, managed and operated 115 projects across more than 20 countries, representing approximately

28 gigawatts of power generation capacity across conventional and renewable energy and related infrastructure, leveraging deep financial,

technical, social and operational expertise to generate long-term value while advancing the global energy transition. Visit https://www.thomas-lloyd.com.

About Roman DBDR Acquisition Corp. II

Roman DBDR Acquisition Corp. II (Nasdaq: DRDB)

is a publicly traded special purpose acquisition company focused on identifying and partnering with high-growth companies. Founded by

seasoned investors with more than 20 years of shared experience operating and investing in both private and public companies across multiple

industries, Roman DBDR brings deep operational insight, strategic capital, and a powerful network to emerging businesses seeking to scale

and succeed in public markets. The firm’s mission is to combine with innovative companies to accelerate growth, disrupt incumbents,

and generate significant long-term value.

The group’s prior SPAC, Roman DBDR Tech

Acquisition Corp. went public in November 2020, raising US$236 million, and completed its merger with CompoSecure Holdings, Inc. (“CompoSecure”)

in December 2021. The merger included a US$175 million fully committed exchangeable notes and common stock PIPE financing led by funds

and accounts managed by BlackRock and Highbridge Capital Management. In January 2026, CompoSecure completed its merger with Husky Technologies

Limited and rebranded to GPGI, Inc. (NYSE: GPGI).

Additional Information about the Proposed Business Combination and

Where to Find It

The Proposed Business Combination will be submitted

to shareholders of Roman DBDR for their consideration. The parties to the definitive business combination agreement (the “Business

Combination Agreement”) intend to file a registration statement on Form F-4 (the “Registration Statement”) with the

U.S. Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements (the “Proxy

Statement”) to be distributed to Roman DBDR’s shareholders in connection with Roman DBDR’s solicitations of proxies

from Roman DBDR’s shareholders with respect to the Proposed Business Combination and other matters to be described in the Registration

Statement / Proxy Statement, as well as the prospectus relating to the offer of the securities to be issued to the shareholders of ThomasLloyd

in connection with the completion of the Proposed Business Combination. After the Registration Statement / Proxy Statement has been filed

and declared effective by the SEC, Roman DBDR will mail a definitive proxy statement/prospectus and other relevant documents relating

to the Proposed Business Combination and other matters to be described in the Registration Statement / Proxy Statement to Roman DBDR’s

shareholders as of a record date to be established for voting on the Proposed Business Combination. Before making any voting or investment

decision, Roman DBDR’s shareholders, ThomasLloyd’s shareholders, and other interested persons are urged to read these documents

and any amendments thereto, as well as any other relevant documents filed with the SEC by Roman DBDR in connection with the Proposed Business

Combination and other matters to be described in the Registration Statement / Proxy Statement, when they become available because they

will contain important information about Roman DBDR, ThomasLloyd and the Proposed Business Combination. Shareholders will also be able

to obtain free copies of the preliminary Registration Statement / Proxy Statement, the definitive Registration Statement / Proxy Statement

and other documents filed by Roman DBDR with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov,

or by directing a written request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405.

Forward-Looking Statements

This press release includes forward-looking statements.

Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”

“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”

“plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook”

and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking

statements include, but are not limited to, statements regarding expectations relating to the Proposed Business Combination and other

related transactions, including regarding the ThomasLloyd platform. These statements are based on various assumptions, whether or not

identified in this press release, and on the current expectations of Roman DBDR’s management and are not predictions of actual performance.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on

by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances

are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of

Roman DBDR. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes

in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or

timely consummate the Proposed Business Combination and other related transactions, including the risk that any regulatory approvals are

not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating

to special purpose acquisition companies) that could adversely affect the combined company or the expected benefits of the Proposed Business

Combination and other related transactions; failure to realize the anticipated benefits of the Proposed Business Combination and other

related transactions; risks related to ThomasLloyd, including but not limited to (i) its ability to raise capital, implement strategy

and identify suitable sustainable investment opportunities, (ii) political developments, laws and regulations in areas where ThomasLloyd

operates, (iii) increased competition in the industries where ThomasLloyd operates, (iv) supply of natural resources necessary for ThomasLloyd’s

operations, (v) reliance on third-party supplier and service providers, (vi) the effects of climate change, extreme weather events, and

seismic events, and (vii) fluctuations in currency markets. Additional risks related to Roman DBDR include those factors discussed in

documents Roman DBDR has filed or will file with the SEC and also set forth in the section entitled “Risk Factors” and “Special

Note Regarding Forward-Looking Statements” in Roman DBDR’s Annual Report on Form 10-K for the year ended December 31, 2025,

and in those documents that Roman DBDR has filed, or will file, with the SEC.

If any of these risks materialize or Roman DBDR’s

assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There

may be additional risks that Roman DBDR does not presently know or that Roman DBDR currently believes are immaterial that could also cause

actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Roman

DBDR’s expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their

entirety by reference to the cautionary statements herein. Roman DBDR anticipates that subsequent events and developments will cause Roman

DBDR’s assessments to change. These forward-looking statements should not be relied upon as representing Roman DBDR’s assessments

as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking

statements. Neither Roman DBDR nor any of its affiliates undertake any obligation to update these forward-looking statements, except as

required by law.

Participants in the Solicitation

Roman DBDR, ThomasLloyd, and their respective

directors and executive officers may be deemed to be participants in the solicitations of proxies from Roman DBDR’s shareholders

with respect to the Proposed Business Combination and the other matters set forth in the Registration Statement / Proxy Statement. Information

regarding Roman’s directors and executive officers, and a description of their interests in Roman DBDR is contained in Roman DBDR’s

Annual Report on Form 10-K, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov,

or by directing a request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405. Additional

information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests,

will be contained in the Registration Statement / Proxy Statement relating to the Proposed Business Combination when it becomes available.

Shareholders, potential investors and other interested persons should read the Registration Statement / Proxy Statement carefully when

it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources

described above.

This press release is not a substitute for the

registration statement or for any other document that TL Topco PLC, Roman DBDR and ThomasLloyd may file with the SEC in connection with

the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN

THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free

copies of other documents filed with the SEC by Roman DBDR, without charge, at the SEC’s website located at www.sec.gov.

No Offer or Solicitation

This press release shall not constitute an offer

to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation

of any vote, consent or approval in any jurisdiction in connection with the Proposed Business Combination or any related transactions,

nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful.

This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the

securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a

prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY

SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED

THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL

OFFENSE.

# # #

Contacts

Investors

Caldwell Bailey

caldwell.bailey@icrinc.com

Media

Matt Dallas

matt.dallas@icrinc.com

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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